An XLR8ing Story
by Choices
Summary: Ben, Gwen, and Grandpa Max Tennyson find a swooned and wounded XLR8 at the Rust Bucket and take it in. What’s its personality? COMPLETE
1. Surprising Encounter

_An XLR8ing Story_

Disclaimer: I do not own Ben 10 or any of their aliens.

Summary: Ben, Gwen, and Grandpa Max Tennyson find a swooned and wounded XLR8 at the Rust Bucket and take it in. What's its personality?

Message from Me: Hi! This is my fourth fanfic! I'm still working on my first and second and my third didn't work out too well. XP Anyway, I hope I get a few good reviews! (And, yes, I'm a big XLR8 fan.)

---

**Original POV (Outside of a Game Store)**

"HA!" Ben gloated, "I beat you by a landslide!"

"You only beat me because I was off guard, dweeb!" Gwen countered.

Grandpa Max tried to calm down, "Now, now, kids; either way, we need to get back on the road."

They walked to the Rust Bucket, listening to Ben rejoicing about his latest victory in a game.

"And you-" Ben began to rejoice again while laughing.

"Ben, you really should-" Gwen started to say.

"And you had that face on!" Ben interrupted, not listening to Gwen.

"Ben, look!" Grandpa Max demanded, pointing in front of him.

Ben looked at the Rust Bucket and was astonished at what he saw… well, more like ecstatic.

"Whoa! It's a real XLR8!" Ben shouted, running up to the unconscious alien. When he was close enough to breathe on its face, he asked, "You think we could teach it some tricks?"

"Ben! How could you think that?!" Gwen complained, "The poor thing's hurt!"

"Gwen's right, Ben, we should take care of it," Grandpa Max supported.

Ben groaned in disappointment.

---

**Inside the Rust Bucket**

"How do you think the XLR8 got hurt?" Ben asked Gwen.

"Beats me," Gwen answered, "there's nothing about your aliens in my laptop."

"I've finished covering it in bandages," Grandpa Max told them, walking up to them, "The medicine should work very well."

Gwen looked over at the unconscious XLR8. "I wonder what could've happened to it…" Gwen wondered.

---

**Next Day (Noon)**

"Man, the XLR8's been out cold for hours! I doubt it's alive," Ben whined.

"Just because you're bored doesn't mean you can accuse someone of being dead, dweeb!" Gwen countered.

Grandpa Max was busy preparing his usual strange foods during their argument. "You two really should be quiet for at least five minutes." "I know it's not possible though…" he thought to himself.

They all heard a moan from the back of the Rust Bucket. Ben's face lit up at the sound, and he ran for the couch.

Indeed, the XLR8 was waking up. Ben was up close and could see it trying to move.

When the XLR8 had finally woken up, it was startled… and so were the Tennysons.

The XLR8 didn't speak. "Can it speak?" Gwen questioned anyone. "Hey, I can speak in XLR8 form so maybe this XLR8 can!" Ben calculated.

Ben turned back to the XLR8, whose mask was still covering its face. "Hi there, I'm Ben Tennyson! That's my ugly cousin, Gwen, and my grandpa. Who are you?" Ben introduced.

Five minutes had passed since Ben introduced them. "Maybe it doesn't understand what you're saying," Gwen said, "Not many people understand half the things you're saying."

"Hey!" Ben complained.

"I-I understand…" they heard a voice say.

They eyed the XLR8, whose mask was taken off. "I-I understand," the XLR8 repeated, "but I don't know who I am."

"Huh?" Ben questioned, "How can you NOT know who you are?"

The XLR8 quivered and covered its face with its mask.

"You have to be gentler, Ben!" Gwen lectured, "Try it like this."

Gwen walked up to the XLR8 and softly inquired, "What do you mean you don't know how you are?"

The XLR8 shook its head, slowly.

"Maybe it has amnesia," Grandpa Max guessed.

Gwen turned her head back and nodded, "It probably does."

"Hey, Grandpa, can we keep him until he regains his memory?" Ben asked.

Grandpa looked at the XLR8: its legs, arms, and tail were bandaged up and it was trembling.

Grandpa Max sighed and answered, "Fine."

"All right!" Ben cheered, "We get our own pet XLR8!"

"Ben! You don't call an alien a pet!" Gwen shouted.

Ben pretended that he didn't hear what Gwen said. "We should give him a name. How about…"

"Tempo," Gwen finished, "We'll call her Tempo."

The XLR8 showed its face and lifted up its head. Did the name sound familiar to her?

"What makes you so sure it's a girl?" Ben asked Gwen, "How do you know it's not a boy?"

Gwen answered, "It's girls' intuition. Now, let's see…"

They all heard a rumble from Tempo. "Um, sorry," Tempo apologized, "I don't remember the last time I ate."

"Here, why don't you try some of my roasted mealworms?" Grandpa Max recommended.

He handed the bowl over to Tempo; Tempo stared at the bowl and began eating it.

Ben and Gwen's faces were disgusted at how fast Tempo was eating.

"He likes it that much?" Ben asked her. "She's not a human being, remember?" Gwen reminded him.

Tempo completed the bowl in seconds and tried to stand up. The attempt failed as it ended in her falling back onto the couch.

"You shouldn't try to push yourself so hard!" Gwen warned, "You'll open your wounds again!"

Gwen rushed to tighten the bandages on Tempo while Grandpa Max took the bowl back.

"Man, why do you get to name him?" Ben complained.

"I told you she's a girl. Do you not the difference between a girl and boy?" Gwen countered.

"I don't know the difference between a girl and boy ALIEN," Ben reasoned.

"T-the difference i-is in tail length…" Tempo answered, "Females have a foot longer than males…"

Tempo had much fear in her voice; it was all shaky and hesitant.

"Hah! See? Tempo's a girl!" Gwen yelled.

Ben pointed out, "But you don't know the length of a male's tail!"

Tempo answered again, "A male's tail is a foot and a half long."

Gwen took out a ruler and measured Tempo's tail. "Two and a half feet long! She's a girl!" Gwen triumphed.

Ben made a frustrated face and stomped back toward the table.

"It seems pretty fair, doesn't it, Ben- you get to transform into ten aliens and I get an alien," Gwen pointed out.

Ben showed an unhappy sneer and turned his head toward the window.

Gwen looked back at Tempo and noticed that she was sleeping again.

"Who knew they slept like a cat?" Gwen thought to herself.

---

Okay, so there's the first one! I'll try to update soon! I wonder if there are any XLR8 fans like me… (The difference between male and female aliens isn't true.) Okay, next time will be "Vilgax Again." See you all then! (And by they way Tempo is sleeping, she curled herself up with her tail.) (I think there are some errors but i'm too lazy to correct. XP Sorry! Tell me if there are any!)


	2. Vilgax Again

_An XLR8ing Story_

Disclaimer: I do not own Ben 10 or any of its aliens.

Summary: Ben, Gwen, and Grandpa Max Tennyson find a swooned and wounded XLR8 at the Rust Bucket and take it in. What's its personality?

Message from Me: Hi, it's me again! I was so happy when I received a good review! Thanks Aquaria Identity 07!

There will be a dream/ possibly flashback in _italics_.

---

**Tempo's POV**

Who am I? Where am I? What am I?

I do not remember the last thing that happened to me.

I suddenly woke up to see three creatures. What were they?

The short brown-headed one introduced them all: he was "Ben", the orange-headed one was "Gwen", and the tallest one was "Grandpa."

I understood all their words and answered a few of their questions. I ate and fell asleep quickly. What had I been through?

"_Fool! You have been trapped! Now, surrender the Omnitrix secrets!" some alien with a squid head demanded._

"_Never!" a red striped XLR8 denied, "I'll hand over my life before I hand over the secrets!"_

"_Capture her!" Squid Head commanded his minions, "Bring her back alive!"_

_She outran all of them and tied them up with something she found on the ground._

"_Shoot!" she heard Squid Head yell. She turned her head, only to be plummeted into space into some planet…_

I woke up immediately and looked at my hands.

"Who am I?" I whispered to myself, "What was that about?"

Gwen apparently heard me. "Tempo, are you okay?" she asked, rubbing her eyes.

"Uh, yeah, I'm okay," I answered, "Still bruised but okay."

She went back to sleep.

I looked around for the time.

"Only twelve numbers?" I thought to myself, "Am I in a different dimension?"

There was a little hand that was on 4 and a long hand on 2. What time was it?

Ben and Grandpa were sound asleep… really sound asleep. They emitted a strange loud sound that caused Gwen to cover her head with her white cushion.

I looked all over my body, which was covered in something white. I tried to peel them off; it hurt but I was able to peel them off. My blue stripes were right under there and my black color was its normal pitch-black.

"I'm healthy…" I told myself, "I'm healthy."

The long hand was now on 3. Was time slow here?

I grew impatient waiting for the creatures to wake up but was too polite to rouse them; so I sat there, waiting.

I stared at the numbers; the little red was ticking pretty slowly.

Eventually, the long hand went on 8 and they woke up.

---

**Ben's POV**

"Man, did I have the strangest dream!" I yelled out for Grandpa and Gwen to hear, "I dreamt that Gwen had a-"

I fell off the bed as I saw a XLR8 sitting on the couch.

"You were saying?" Gwen inquired, "I had a what? A XLR8?"

My eyes widened- lucky her.

The XLR8 waved her hand at me. I believe her name was "Tempo."

"Man, if only it was all a dream…" I mumbled while sitting down at the table.

"Well, kids, you're in for a treat," Grandpa Max informed us.

"Please tell me it's the kind of treat were you give us REAL food," I said, serious.

"Ha ha, very funny, Ben," Gwen reacted. "I hope it's true though…" Gwen reflected to herself.

"Steam-fried crickets," Grandpa answered, "Man, are they good!"

"Yippee," Gwen said, forcing a fake smile. I did the same.

Grandpa placed our bowls in front of our faces. For some reason, I couldn't bear to watch their beady little eyes.

Grandpa went to the bathroom. As we waited for him, I ran toward Tempo and gave her my plate.

She looked up at me. "Our secret, okay?" I said, putting a finger over my mouth.

She began eating afterwards.

I walked back to the table to be confronted by an upset Gwen.

"Ben! You don't give your breakfast to Tempo!" she scolded.

I countered, "Why not? It's not like it's edible to us."

I made a good point.

Before Grandpa came out of the bathroom, Tempo put the bowl in the sink and looked through the window.

"Tempo, when did you heal?" Gwen asked her.

"Since this morning," Tempo replied.

"Wow, an alien can heal pretty quickly," I pointed out.

"Ben, you finished your breakfast for once," Grandpa said, "You could learn something from him, Gwen."

"Dweeb…" I heard Gwen murmur.

---

**Gwen's POV**

I'll get that dweeb back someday… just not now.

"Is this a door?" Tempo asked.

"Yeah," I replied, "Why?"

"Just wondering," Tempo responded.

When Grandpa had started driving again, I saw Tempo get a little restless.

"Tempo, are you okay?" I asked her.

She responded, "Yeah, but I have this weird feeling that I need to run."

Of course! An XLR8 was made for running!

I darted toward Grandpa and asked, "Grandpa, can we let Tempo out for a while?"

"We can't open the door when we're going fifty miles an hour," he denied.

I whined, "But, Grandpa, Tempo's getting restless."

"So let it be," Ben said, looking up from his video game, "Have her do something else."

It seemed as if Ben was jealous I got my own alien… he probably was.

"At the next stop, can we let her run for a while?" I compromised.

Grandpa rejected, "We can't let people see an alien out on the street."

So much for Tempo running.

I sat next to her, the XLR8 who was injured when we found her.

"Um," I commenced asking, "I was wondering what you were thinking."

The XLR8 kept her mask on. Was she a shy one?

"Something I've been wondering about" was all the answer I received.

Suddenly, the Rust Bucket jolted to its left which caused Ben, Tempo, and me to fall.

"Grandpa, what's going on?!" Ben questioned in a shout.

"Something just struck us!" he said, trying to manage the wheel, "We're going to crash!"

Straight away, we ended up out of the Rust Bucket; the Rust Bucket also stopped.

"What do you call these moving things?" Tempo questioned us, mask off.

"Trucks," Ben answered.

Tempo reacted, "They are heavy."

"Did you stop that?" Grandpa asked Tempo.

She responded, "I guess, my body kind of moved on its own."

Unexpectedly, a tentacle wrapped around Tempo and lifted her into the sky.

"Tempo!" Ben and I shouted.

"I finally found you…" a familiar voice said.

"Vilgax! What are you doing here?" Ben asked with rage.

Vilgax answered, "I'm not here for the Omnitrix… at least, not yet."

He looked at Tempo struggling. "Amnesia, eh?" I heard him say.

I saw him tighten Tempo which caused her to stop struggling.

"Time for me to go hero!" Ben shouted, selecting an alien.

I saw him transform into… Grey Matter?

"Ah, man!" Ben complained in Grey Matter voice.

"Why was there a fluke now?" I inquired, hitting my head.

I couldn't believe what happened next.

---

**Tempo's POV**

That was the guy from my dream! Vilgax, Ben said, was his name. Why did it ring a bell to me?

When he tightened his squeeze, I began to lose strength so I stopped struggling.

I saw Ben transform into a small, big-eyed alien I never saw. What was he thinking?

After Gwen had whined, my stripes began to change color. Vilgax released his grip on me, causing me to descend to the ground. I landed on my feet.

"Curse you!" Vilgax yelled, raising his tentacle. I understood why he said that: his tentacle was burning with some kind of acid. Did I do that?

I looked at my stripes- why were they red? He charged at me and I countered by pushing him back.

"Get away!" I told the creatures. Ben wouldn't budge even when Gwen and Grandpa forced him to.

"No way!" he denied in a squeaky voice, "I don't want to miss any of the action!" He started to run toward us.

No! He would be in danger!

I let go of my push and scooped up tiny Ben. I gave him to Gwen. "Let me handle this," I suggested. I ran back to attack Vilgax with a tail whip.

"Agh!" he cried out in pain, "Why you!"

His tentacles were dissolving now… how did I do that? Why did I take pleasure in this? It felt… riveting… so wonderful. I didn't want anyone else to have this joy.

The creatures ran back to the "Rust Bucket." They would be safe there, right?

"Tart! I will get you one day!" Vilgax threatened, lifting up his dissolving tentacles, "And the Omnitrix secrets!"

Before he left, she shot me with an unexpected weapon and my red stripes reverted back to blue.

My body felt heavy… weak… I felt stock-still. What did he shoot at me?

"I might as well paralyze you for the while," he said, "That way, the next time I confront you, you might be unable to move."

He left. I felt onto my right side… and lost consciousness.

---

**Gwen's POV**

Tempo fainted again! How though? I ran to check her heartbeat… if aliens had one.

It sounded like a regular human heartbeat- was that normal? I decided to take that chance.

"Grandpa! Tempo's down!" I told him in a screech.

Grandpa ran toward us and picked up Tempo. We ran back to the Rust Bucket.

---

**Inside the Rust Bucket**

"Why did I turn into Grey Matter?" Ben, a normal-looking human again, complained.

I replied, "You still haven't mastered the Omnitrix yet, remember?"

He looked away. I looked back at Tempo.

She had been in a daze ever since that Vilgax fight. I saw him shoot something at her; what was it?

Grandpa came back to inform us that Vilgax shot Tempo with some kind of paralyzing dart.

"Are you serious?!" I screamed out, "How long will Tempo be immobile?!"

"She'll be like that for nearly a week," Grandpa said.

"No way!" Ben yelled out, "What're supposed to do with Tempo now?"

I twitched a bit at the way Ben said that.

I ran toward Tempo to see her awake. It must've felt terrible to stay somewhere, motionless, when you were meant to run to different places.

I wondered why Tempo's stripes turned red so I asked her about it. I obtained a slow "I don't know." I should've expected that.

"Why do you think Vilgax was trying to capture Tempo?" Ben asked anyone, "And why did he call her 'Tart?'"

"Maybe that's her real name," Grandpa presumed.

"We'll still call her Tempo though," I said.

"And what did he mean about Omnitrix secrets? Did Tempo hold something about that before?" Ben continued.

He didn't know that Tempo was still aware of what we were saying. She probably felt deficient.

I concluded the discussion with a "We won't know until Tempo regains her memories" and Grandpa began to drive the Rust Bucket again.

I looked back at Tempo. It must've been painful to know that someone knew you better than you did, especially when you were having a total blank.

---

Yay! I finished the second one! Only took me about an hour! Yay! Anyways, the next one will be called "Another Flashback." See you then! (The number of numbers in XLR8's clock will be revealed in the next one! I'm referring to tart as acidic or a piercing pain. Not the pie or custard kind of tart.)


	3. Another Flashback

_An XLR8ing Story_

Disclaimer: I do not own Ben 10 or any of their aliens.

Summary: Ben, Gwen, and Grandpa Max Tennyson find a swooned and wounded XLR8 at the Rust Bucket and take it in. What's its personality?

Message from Me: Aah! I haven't written in practically months! I'm so sorry! I'm really busy with homework and projects and shopping for presents! (Speaking of which, we bought a Wii! Woo hoo!) Anyways, here's the update! And happy early Christmas and New Year!

There will be a few flashbacks in _italics_.

Due to KeybladerMike's review, this whole chapter will be in original POV.

---

**Original POV**

Tempo didn't complain during the first three days. She simply just stayed on the couch, still as a rock.

Gwen had wanted to talk to her but what good would it do? All she would receive would a very slow nod or shake.

"Hah! I got a new record!" Ben cheered for himself, "I believe you owe me five dollars." He stuck out his hand.

Gwen responded, "We never made a bet, dweeb."

Ben slouched back into his seat.

"Not once did Tempo say anything or whine…" Gwen thought to herself, "unlike a certain dweeb I know."

Tempo had not lifted a single finger, not even her tail, from the very position she was in since the beginning. Right now, she was probably asleep.

"Ben, Gwen, I'm going to fill the Rust Bucket with gas so try not to make a mess during that time," their grandpa told them. "Yeah, yeah," Ben reacted, waving his hand absentmindedly.

Gwen continued to stare at Tempo, feeling sorry for her.

"Gwen gets all the good stuff," Ben thought to himself, "but I still have ten aliens on my side." A "great" idea struck Ben in the head; he selected an alien from his watch on pushed its button.

He transformed into… Stinkfly?

"Ben!" Gwen exclaimed, miraculously not waking up Tempo.

"Hah!" Ben said in his Stinkfly voice, "How about a little one-on-one fight?"

"That's hardly fair, Ben!" Gwen retorted.

"Ready or not, here it comes!" Ben declared and started shooting.

"Grandpa!" Gwen yelled out, rushing out the door.

---

"_Tart, you are needed in the court," a XLR8 informed her._

_She replied, "All right, I'll be there in a jiffy."_

_Indeed, she meant a jiffy because she was in the court in about a millionth of a second._

_The court was a large room, looked like it was made out of wood, and had five XLR8s gathered in there._

"_Tart, present as requested," Tart reported to them._

_The tallest of the XLR8s stepped up. "We have been told that it is our turn to hold the information of the Omnitrix. You are familiar with it, yes?" he told Tart._

"_Yes, I know little of it but am familiar with it," Tart replied._

_The third tallest stepped up and explained, "A few days ago, the orange mutt-faced alien that was suppose to hold the information was killed. Now, we have selected you to maintain these statistics." "We have seen your duty reports and have agreed on you to retain this data," the shortest of them all added._

"_What is your reaction toward this?" the second tallest asked Tart._

"_I am most honored to receive this privilege," Tart answered, "Even if my life was at hands, I will not spill over these precious figures." She bowed to show her sincerity._

_The fourth tallest stated, "Very well, we will now tell you the secrets but, beware, for if you tell this to anyone, ANYONE, at all, we will track him/her and you down." Tart nodded in understanding._

"_One more question though," the tallest interrupted, "Out of how much time did we use on this conversation?" Tart answered, "We have not yet finished the current talk, although we have finished the talk about agreeing on me occupying the secrets in thirty-two minutes out of the eight-six hours."_

_The tallest one lifted her mask, placed his hand on her shoulder, and whispered, "You are worthy."_

Tempo woke up without hesitation.

"It must be another flashback…" she reflected upon.

She tried moving her body but only managed to twitch her tail. "Oh, yeah, I'm paralyzed," Tempo reminded herself.

She looked around the vehicle and spotted their clock. "Only twelve hours… and such slow time too," Tempo commented about it. (The clock says midnight.)

In about a few minute later, Tempo began to grow restless. She tried moving her body but only resulted in slight twitches.

"_Tart! Tart! Wait up! Don't leave me behind!" another XLR8 said, trying to keep up._

"What?" Tempo thought herself.

"_Oh, Whisk, it's you," she realized, slowing down._

"Who's Whisk?" Tempo reflected.

"_I heard you were going on a mission now," Whisk told her._

"What mission?" Tempo asked in her thoughts.

"_Yeah, I am. I'm afraid I can't take you this time- it's too dangerous," she reacted._

"What's the mission?" Tempo continued asking herself.

"_Nothing is too dangerous to me!" Whisk declared._

"Don't think that!" Tempo tried to yell.

"_Hm, maybe, but I can't risk it. You're the only alien in this whole station that I really care about," Tart responded._

"Station?" Tempo queried.

"_But Tart! I want to go with you!" Whisk whined._

"Who are you?" Tempo started to ask.

"_Don't worry, I promise to be back soon," she reassured him._

"How do you know?" Tempo questioned.

"_Speedy promise?" Whisk asked, holding out his tail._

"Speedy promise? What is that?" Tempo continued to inquire.

_Tart smiled and wrapped her tail around his. "Speedy promise."_

"My head, it hurts!" Tempo screamed inside her cranium, due to the many flashbacks.

She twisted and turned inside her head and rolled onto the floor.

Gwen heard the thump and slowly looked over herself. "Tempo, is that you?"

"Gwen?" Tempo asked to make sure it was her, losing consciousness, "I think…"

---

Gwen had just notified Grandpa Max about what had happened; he understood well. Ben, on the other hand, continued to sleep.

"Ben, you lazy bonehead, get up!" Gwen nearly screamed into his ear. "It's like one o' clock in the morning! Leave me alone!" Ben countered, covering his head with his sheets.

"Ah, forget you," Gwen said, dashing towards Tempo and Grandpa.

"Is Tempo okay?" Gwen questioned him with a worried tone.

"Yeah, she should be fine," he answered, "She probably couldn't sleep and got a headache."

"Can aliens even get headaches?" Gwen asked. "Well, not really sure but probably," Grandpa responded, "Now, we'd best get to bed."

As Grandpa tucked himself in, Gwen started to walk towards her bunk. "Gwen…" she heard in a quiet tone. She turned around to see Tempo moaning.

"It hurts, Gwen… it hurts…" she told her. Gwen immediately rushed to Tempo's side.

"Where does it hurt?" Gwen asked, softly. But all she received was, "It hurts… it hurts so much…"

Gwen tried stroking Tempo to calm her down. "Wherever it hurts, it's okay. Don't worry," Gwen assured her. Tempo began to relax under Gwen's comforting hand.

A few minutes later, Gwen had tucked herself in. Just before she fell asleep, she heard Tempo say, "Whisk… I miss you."

---

Was this longer than the others? I hope so because I don't keep track of the pages. XP Anyways, there's some flashbacks about Tempo. Anyways, I'm sorry that I didn't update in a long while! My sisters are driving me crazy. The next chapter will be Ben's Jealousy (yes, yes, Ben's Jealousy). Until then, Merry Christmas and Happy New Year!


	4. Ben's Jealousy

_An XLR8ing Story_

Disclaimer: I do not own Ben 10 or any of its aliens.

Summary:

Message for Me: Yay! I've been sleeping over for the past couple of days! It was so fun! Woo hoo! (My sister's playing a Mario game right now so it's stuck in my head.) Anyways, it's Ben's Jealousy! Enjoy! (This chapter is written completely in Ben's POV except for one part.)

---

**Ben's POV**

That Gwen. She always gets what she wants. Well, I'm the superhero here! Why don't I have my own alien?! Oh right. I can transform into about… ten thousand, was it? But I only have about ten! Grr…

Every time I see them together, it makes me sick. I can't talk to my aliens like that! And when I had my chance to fight Vilgax, my Omnitrix had to transform me into Grey Matter! And then, Tempo had to save me! It makes me so mad!

Tempo's already recovered from her paralysis and is now running freely around an unoccupied area. Well, two can play at that game!

I snuck behind the Rust Bucket and picked an alien. What would happen in Tempo met another XLR8? I wanted to find out.

I transformed into… XLR8! Finally, I get something right! Oh man, now I sound like Gwen! Ugh!

I ran across the field when Gwen and Grandpa's weren't looking. I bumped into Tempo which caused me to fall on my rear. She was a lot stiffer than I expected.

"Ouch…" I said in XLR8 form, "Watch it!"

"Um… sorry?" she replied and then asked, "Who are you?"

"I'm a XLR8, just like you!" I declared, standing up.

I think she was frightened because she ran away… toward the Rust Bucket. Oops.

"BEN!" I heard Gwen shout, "GET OVER HERE!"

I started to run until I felt something on my shoulder- it was Gwen's hand whom was on Tempo's back. Oh man.

---

"Young man, do you know what you have done?" Grandpa scolded me.

"Because of you, Tempo's became jittery!" Gwen answered.

I reacted, "I have a small vocabulary."

"Nervous, edgy, bad," Gwen responded and added, "dweeb."

I looked behind Gwen to see Tempo hiding underneath her tail. Didn't she know how obvious it was?

"You're grounded for two weeks," Grandpa suddenly stated.

"What?! But I didn't do anything wrong!" I protested.

Gwen reasoned, "You scared Tempo, nearly half to death!" Oh, right.

So much for my plan.

---

I'm starting to get tired of Tempo. Scratch that. I AM tired of Tempo. Before she came, Gwen was so much better! What do I mean by better? Well, you know what I mean!

It's about three in the morning and I still haven't gotten any sleep! How am I, the superhero, supposed to save people if I can't stay awake?!

I heard the door open and I looked up from my pillow. Why was Tempo leaving the Rust Bucket? I decided to follow her.

The Rust Bucket was parked near a playground where a meadow was located close by. I saw Tempo sitting on the meadow so I snuck behind a wide tree. What was she doing?

Tempo sat down and started looking at the sky. Who would want to do that? I mean, it was just a black sky filled with billions of stars.

She raised her arm toward the sky, suddenly. What was she doing? I tried getting closer but accidentally stepped on some leaves; this caused Tempo to get startled and run away.

Dumbfounded, I walked back to the Rust Bucket. Maybe I could get some sleep now.

---

I felt something push me but I stayed asleep. I was still tired, after all! Eventually, the pushes became even harder. I was finally pushed off the bed!

"Hey! What's the big deal?!" I shouted.

"What's the big deal?" I heard someone repeat, "It's four in the afternoon! And to top it off, Vilgax is back!"

Vilgax?! Oh drat! I instantly got up and ran for the door. I ignored Gwen's yell and began picking an alien. Which one, though? Let's go with Heatblast!

But before I could transform, something smashed into me! We were pushed about maybe three of four yards away before it got off of me.

"Ben! Ben! Ben!" I heard a voice say, "Are you okay? I'm sorry!" It was Tempo. I tried getting up but I felt pain in my arm. Drat, Tempo must've cracked a bone or something.

I yelled, "Why'd you have to do that?!" at her. Her mask was off and revealed her face which showed a hurt expression. She looked back and then instantly picked me up.

"Let go of me!" I reacted, "I don't need your help!" I was at the Rust Bucket again, back at the beginning just with a broken arm. "I really am sorry," Tempo apologized again before disappearing from my sight.

"Ben!" I heard Gwen cry out, "Are you okay?!" "Of course not!" I responded, "Tempo just broke me arm!" "You dweeb!" Gwen reacted, "Don't you realize how long and hard Tempo's been covering for you?!" "She just wants the spotlight!" I replied. "Listen!" Gwen demanded, clutching my shoulders, "While you were asleep, Vilgax attacked. Tempo pushed the Rust Bucket out of an attack, only to inflict the damage on herself! She's been fighting for nearly an hour and has received many fatal wounds! Just to cover up for you!"

"What's your point?" I asked. "Don't you get it?!" Gwen answered, "She's been helping you! When she looks at you without her mask on, it means she respects about you! And all you do is yell at her!" I finally realized what Gwen was trying to tell me. Gwen added, "She hasn't even known you for a long time!"

"Gwen, watch out!" I shouted, pulling her away. Tempo and Vilgax slammed into a giant tree, Tempo in Vilgax's clutches. "Tempo!" Gwen reacted. I selected an alien and transformed into… Fourarms! But something felt wrong.

"My left arm isn't working!" I said, in Fourarms voice. Gwen guessed, "It must be because of your broken arm!" A jolt shoved me and Gwen under a tree. "Tempo!" Gwen screamed, "Are you breathing?!" Tempo was breathing, all right, but they were loud, long gasps.

"It hurts… it hurts…" I heard her say. "Gwen, look after Tempo. I'm going to knock some sense into Vilgax," I ordered.

When I was face-to-face with Vilgax, he said, "You again." "Yeah, it's me," I reacted, "The one who's going to kick your butt!" He didn't show any reaction; all he did was say, "Tart hasn't regained all her memories yet her moves are almost identical to he usual ones. If she had already obtained them all, I would've lost."

I replied, "Yeah, yeah" and tried punching him. Unfortunately, I was too slow and missed. "Pathetic human, do you really think that you can cause me damage?" Vilgax responded but then, "Gah!" I now know why he screamed in pain- his tentacles were dissolving again but at a faster rate.

"Tart, when did you?!" he retorted. Tempo had already fainted though. I took the chance to injure Vilgax, which worked out. I smacked him right in the face and he went tumbling. He escaped with an "I'll be back!" when I reached him.

The timer had run out and I had turned back into my old self. I heard Gwen yell my name and raced towards her. "Ben, look," she told me. When I looked at Tempo, I noticed that, where there were once wounds, there was bubbling acid. "She's healing herself unconsciously," Gwen observed and then asked, "Just who is Tempo?"

"Well, that doesn't matter right now," I answered, "We might as well bring Tempo back to the Rust Bucket. Speaking of which, where's Grandpa?" Gwen responded, "I think he said something about going on a walk, but he's never been this late. He should've come running back when Vilgax attacked."

Did something happen to Grandpa?

---

It's already eight and Grandpa still hasn't come back yet! Where could he have gone?!

Tempo was fully awake now and was sitting on top of the vehicle. But what was she thinking?

"Ben, I'm worried about Grandpa. Where could he be?" Gwen asked me and added, "He's been gone for five hours." "That really is a problem," I reacted, "but how are we supposed to find him?"

Unexpectedly, Tempo opened the door. Gwen reacted, "Tempo, is there something wrong?" "Ben, Gwen, I think I discovered another one of my powers," she replied. "So?" I replied. "I think I know where Grandpa is."

---

**Original POV**

It was a dark, dark, room. Practically no one could see anything in it.

"Where… am I?" Grandpa inquired, stirring up.

Without warning, a light bulb turned on and a figure approached Grandpa. "Who are you?" he reacted.

The figure answered, "I am looking for my long lost friend; she has been missing for quite a while. I want answers and I want answers now."

The figure held out a sharp claw and added, "Or else."

---

Ooh, cliffhanger. Can anyone guess who the figure is? If so, then, good for you! The next one will be "Unexpected Reunion." (It's probably a good hint for who it is!) Until then, Merry belated Christmas and Happy early New Year!


	5. Unexpected Reunion

_An XLR8ing Story_

Disclaimer: I do not own Ben 10 or any of its aliens.

Summary: Ben, Gwen, and Grandpa Max Tennyson find a swooned and wounded XLR8 at the Rust Bucket and take it in. What's its personality?

Message from Me: Wow, I was really surprised that so many people put this story in their favorites. XP Although, it would be nice if they reviewed. Anyways, it's time for the next chapter! Yahoo!

(There's a flashback that will be in _italics_.)

(They aren't in order.)

---

**Original POV**

"Are you serious?!" Ben exclaimed, "Where is he?!"

Tempo stumbled back due to Ben's loud voice.

"Didn't I tell you to use a soft tone with her?!" Gwen reacted.

Tempo responded, "No, no, it's okay. I understand; anyway, I think I know where Grandpa is. I saw him in a really dark room which is located in an alley."

"And?" Ben replied, "Which alley?"

"I'm not sure where it is but the alley is near a sign that says 'Valise St.' (Me: This street is totally made up.)," Tempo answered.

Ben reacted, "Let's get going!"

Gwen asked, "But how are we going to get there?"

"Simple," Ben responded, choosing an alien, "I'll go Stinkfly!"

Ben transformed into… Upgrade?

"Aw, man!" Ben reacted.

Tempo suggested, "Can't you control the truck in that form?"

"I knew that," Ben responded, taking control of the truck.

---

**A few minutes later…**

"Ben, you just crossed a red light!" Gwen told him.

"I don't have a driver's license, remember?" Ben replied, "Which way is which?"

Suddenly, Tempo turned the wheel which jerked the Rust Bucket to turn left and stop.

"Next time," Tempo said between breathes, "I'll control the truck, okay?"

No one disagreed.

Gwen pointed out, "Valise St. is near here, isn't it?"

"Don't ask me," Tempo responded, "I have no idea where to go."

"Well, let's get out of the truck," Ben said, and then turned back into human form, "Ah, man!"

---

**To Grandpa Max…**

"What do I do?" Grandpa Max thought to himself.

Right now, he was in the situation of life and death. A simple claw could determine his fate.

"What kind of answers?" he finally asked.

"I have received information that my friend is with your offspring," the figure informed him, "Where are they?"

Grandpa replied, "How would I know? You abducted me when I was away from them!"

The claw progressed closer to Grandpa Max's throat. "I do not want indirect answers," the figure notified him, "but maybe if I show you what I am, you'll cooperate."

Grandpa Max heard a stomp and bright lines were lit. He had to blink a bit but then realized what he was talking to.

"A-another… XLR8…" he managed to say.

"XLR8? That is not what I am. I am a Kineceleran from the planet Kinet, along with my friend," the XLR8 reacted.

Grandpa Max thought to himself, "What is he talking about…?"

"Now, I want more answers," the XLR8 demanded, "What has happened to my friend?!"

"Is he talking about Tempo?" Grandpa Max reflected to himself.

The XLR8 ordered, "I asked you a question. Now, answer it!"

Grandpa Max hesitated. "What do I do?" he thought to himself.

Unexpectedly, the door crashed down which caused the XLR8 to turn around.

"Grandpa!" Ben and Gwen shouted simultaneously.

"Who are you?!" the XLR8 reacted.

Another XLR8 stepped up from behind them, mask on. "Whisk? Is that you?" Tempo inquired.

"Tart? Tart!" Whisk responded, running up to her.

Tempo backed away from the other XLR8.

"Tart? What's going on?" Whisk queried, "Why are you here? And why are you backing away from me?"

Ben and Gwen took the opportunity to escape with Grandpa.

"Can you use the Omnitrix?" Gwen asked in a whisper.

"No, it's still charging!" Ben murmured back.

"Tart, why don't you respond to my questions?!" Whisk yelled, "We never kept anything from each other!"

Tempo remained silent and still. "How do I answer him?!" she kept on asking herself.

"TART!" Whisk was now desperate to find out what was wrong with his friend, "WHY WON'T YOU TALK TO ME?!"

He then heard a break sound and revolved around.

"You!" Whisk screeched and began running toward them. But before he could reach them, he was aggressively pushed against a wall.

"Run away!" Tempo told the Tennysons, "I'll delay him!"

The Tennysons ran through the broken door.

"Tart, why?" Whisk questioned her, "Why?"

Whisk's mask was now off and showed a hurt face.

"I don't know how to explain this to you," Tempo began, "but I have amnesia. I have been staying with these creatures for as long as I remember. Until I regain my memories, I will stay here. I have recovered approximately half of them already so you needn't worry." Tempo was already sounding like her usual self.

Whisk reacted, "How…?"

Tempo replied, "I have not reclaimed that information yet, but I do know that you are my friend- a very good friend." She released her grip from him and lifted her mask. "Please wait until I redeem my memories. I know it is difficult but please endure it. Do not injure those creatures as well- they are the reason I am recuperating."

Whisk fell down onto his knees. "If only you had let me come… you wouldn't have obtained amnesia…" he believed.

"No, either way, I would've received it," Tempo objected, "so please, wait. I'll come back to you when the time comes." After Tempo had said that, she left.

Whisk regretted for what had happened to Tart. "I was never very good at listening to things… but I'll listen for now," he thought out loud, "Tart, regain your memories soon… because… I miss you…" After Whisk had stated that, he left the opposite way that Tempo left.

---

**Gwen's POV**

It's been at least two hours since Tempo told us to leave; where could she be?

"Are you done with the repairs yet, Grandpa?" I asked him.

"No, sorry," he responded, "Ben busted it up a lot more than I thought."

Ben retorted, "Tempo's the one that steered it!"

"But you're the one that caused it because of your lousy driving!" I reasoned.

Out of the blue, Tempo came and looked exhausted.

"Tempo!" I screamed, "Where have you been?"

She answered, "I became lost in the field of vehicles."

"That's called a road," Ben told her.

"Okay, I became lost in the road," Tempo reacted.

I turned my attention to the Rust Bucket and Grandpa. "Is it fixed yet?" I inquired.

"No, I can't seem to find the oil pipe anywhere," Grandpa responded.

"Oh, great!" Ben rejoined, "Now, what are we going to do?!"

I saw something shimmer in Tempo's tail. "Tempo, what's in your tail?" I questioned her.

"Um, I don't know," she answered, "I felt something funny there though."

She turned around and I plucked it out of her tail.

"How'd this get there?" I asked, looking at the oil pipe.

Tempo guessed, "Maybe it got stuck there when I was lost."

"Grandpa, here," I said, giving him the oil pipe.

---

**A few minutes later…**

"Okay, I fixed the Rust Bucket," Grandpa declared, "We can start going on the road again."

"Phew, that took forever!" Ben complained, relieved of the wait.

I walked inside the Rust Bucket with Ben and Grandpa behind me… wait a minute, only Ben and Grandpa? Where was Tempo?

I queried, "Grandpa, Ben, where's Tempo?"

Ben answered, "I thought she was just outside with us."

Grandpa agreed, "Me too."

Oh man. Where did she go?!

"Tempo!" I screamed outside, "Where are you?!"

"I'm up here," Tempo answered, dropping down from the rooftop, "Sorry if I made you worry. I kind of liked it up there."

"Phew," I said, "Next time, tell me where you are okay?"

Tempo nodded.

---

**Tempo's POV**

As I stared into the cloudy sky, on top of the truck, I reflected back on what happened.

"_Tart, WHY WON'T YOU TALK TO ME?!" Whisk screamed._

I felt a jolt in my body as that went through my head. "Not again…" I mumbled as I clutched my head.

"_Leader Tart, we will now commence the launch," another XLR8 told me._

"_Very well, Cuff," I reacted, "Launch the sequence."_

"That explains my rank…" I whispered to myself.

"_Leader Tart, behind you!" Cuff warned me._

_I shouted, as I spun, "Tornado!"_

_A large gust of wind blew away the enemies._

"_Well done, Leader Tart!" Cuff congratulated me, "Now, we must go further into the fortress."_

"Another move of mine?" I murmured.

_I plummeted to the ground, injured and exhausted._

"_No… I must… keep my promise… to Whisk…" I said as I crawled toward the Rust Bucket._

I reacted, "Those were my last words before my amnesia?"

"_Train until you are strong," I told another XLR8._

"_Okay, Tart!"_

"_Whisk, it's _Leader_ Tart."_

"'_Doesn't make a difference!"_

"I was a… trainer?" I asked myself. More series of memories filled my head as I felt more pain.

After nearly forever, it stopped. "My memories… they have been fulfilled… but now, I have two minds in one body…" I mumbled to myself.

"Tempo! Where are you?!" I heard Gwen scream.

"I'm up here," I answered, dropping down from the rooftop, "Sorry if I made you worry. I kind of liked it up there."

How am I going to explain this to them? What will I do? Will I stay here or… keep my promise to Whisk?

---

Phew, this took quite a while to write but I finished it! Yes, Tempo still remembers all the time she spent with the Tennysons. The next one will be called "Tempo's Decision." Ooh, maybe I'll write it today! I'm already excited about it! XP Happy New Year, everybody!


	6. Tempo's Decision

_An XLR8ing Story_

Disclaimer: I do not own Ben 10 or any of its aliens.

Summary: Ben, Gwen, and Grandpa Max Tennyson find a swooned and wounded XLR8 at the Rust Bucket and take it in. What's its personality?

Message from Me: Anyone experience that blackout? I had completely nothing to do at that time! XP I don't think I've updated this in a while so I'm updating it now. Enjoy.

(There will be a message and another flashback which will be in _italics_.)

---

**Tempo's POV**

It's been five days- five days since my memories have returned.

I've seen Whisk sneak around here, wondering if I had my memories back yet.

We're inside the "Rust Bucket" as we're slowly coming along. I try to stay on the attitude I had during amnesia.

"Revolution," Ben stated, placing down four cards that had the number eight. "Counter Revolution," I reacted, placing down four cards that had the ace.

"What?! No way!" Ben shouted. Gwen informed him, "Too bad, Ben, you have to sit in the back seat now."

Gwen turned toward me and commented, "You're getting better at Rich and Poor, Tempo!" I thanked her.

I walked toward the very end of the "Rust Bucket" to the spot where I had first seen them and sat down; I felt very tired for some reason so I decided to sleep.

The last words I heard were "Let's go to that burger joint!" before I went into a deep slumber.

---

**Who Knows When…?**

I don't know how long I slept but it was night when I woke up. I heard some crash sounds that caused me to go towards the door.

I saw Vilgax and a giant orange mutt fighting against each other. I glanced at the corner of my eye to see Grandpa and Gwen hiding, doing something.

I felt scared yet overjoyed to see Vilgax. Maybe it was because of the two bunches of memories I have.

Should I interfere with them? Wouldn't that make Ben hate me, though?

"_Your ruthlessness is impeccable, as usual," a Kineceleran complimented another, "Leader Tart."_

"_Thank you, Cuff," Tart reacted, "but you sustained damage." She pointed to his right leg._

"_No worries, Leader Tart," Cuff reassured her, "It'll heal in no time."_

_Tart reacted, "No time, indeed" as she walked over to Cuff._

"_Leader Tart," Cuff responded, "What are you doing?"_

_Tart placed her hand onto his leg and immediately healed it. "It's a good thing I have these powers, or otherwise I wouldn't have any comrades," Tart explained, mask lifted off._

"It looks like I didn't regain all my memories until now…" Tempo reacted, falling onto the ground, "So I've had these two attitudes already…"

She looked outside the door, again, seeing the orange mutt being tossed aside.

"I don't have much time…" Tempo thought to herself, racing out the door.

---

**Original POV (Outside the Rust Bucket)**

Ben's Wildmutt groaned in pain from the impact it was receiving from Vilgax.

"Surrender Tart or I'll vanquish you!" he threatened.

Gwen retorted, "No!"

"Very well," Vilgax responded, "This human shall die!"

"TORNADO!"

A large gust of wind separated Vilgax from Ben. "This move can only be from Tart!" Vilgax reflected as he turned his head.

"Do not force me to commit suicide!" Tempo threatened.

Vilgax responded, "You're bluffing!"

As acid began to form around her neck, Tempo reasoned, "Have you ever known me for bluffing?"

Vilgax knew Tempo would never lie and demanded, "Stop this, at once!" The acid depleted after he said that.

Tempo drew up her tail and notified Vilgax, "Shall I kill you?"

"This isn't like Tempo at all…" Gwen thought to herself, hauling Ben behind the bushes, "Tempo was never this frightening!"

Tempo threw consecutive strikes at Vilgax, one by one, tearing each tentacle of his off until there was no more.

"I know why I couldn't kill you before…" Tempo reflected out loud, "…you chose the battleground I'm the worst at: slick grounds."

"Heh, so now you notice?" Vilgax taunted, trying to get away.

Tempo turned her heard toward the Tennysons, lifted her mask, and asked, "May I kill him?"

"No way!" Ben replied, standing up, "I'm going to defeat Vilgax and we all know it!"

Tempo placed her mask back on and responded, "Then, go ahead" and zoomed inside the Rust Bucket.

"Tempo…" Gwen mumbled.

Ben shouted, "Hah, I have the advantage now, Vilgax!"

He reacted, "You'll never have a chance like this again."

"What are you talking about?" Grandpa Max questioned Vilgax.

Vilgax answered, "The only reason you have the chances to kill me is either because of the Omnitrix or your soon-to-be-gone-friend."

Gwen retorted, "What do you mean 'soon to be gone'?! Tempo still needs to recover her memories!"

"Tart has already recuperated from her amnesia," Vilgax clarified, "'It won't be long until she decides to leave."

"That's it!" Ben yelled out, "I'm going to kill you!"

Gwen warned, "Wait, Ben, the Omnitrix isn't fully charged yet!"

"I may not have my full strength," Vilgax began to say, "but I have enough to rid of you!"

They both charged at each other, recklessly, until something stopped them. "Tart is very intelligent…" it said, "…for what is about to happen next."

Whisk grabbed Ben and sped toward the rest of the Tennysons.

"Wh-" was all Vilgax said until he started to become acid.

---

**Inside the Rust Bucket…**

"He's not dead…" Tempo whispered to herself, writing down something with her tail.

She was writing on a piece of white paper she had found and started looking for ink.

Tempo stated, "I believe this is how you do it" and observed the writing.

"Soon…" she murmured, before running out the door.

---

**Back Outside…**

Ben cried out, "It's another XLR8!"

Whisk responded, "I'm a Kineceleran! Remember that, Kineceleran!"

"It's the one from before…" Grandpa Max told them.

Whisk bid farewell by saying, "I feel unwanted here so bye."

A few moments of silence came afterwards.

Gwen suddenly realized something and ran inside the Rust Bucket.

"Gwen?!" Ben and Grandpa Max simultaneously reacted.

---

**Inside the Rust Bucket**

"Tempo?! Tempo?! Tempo?!" Gwen, frantically, yelled out.

"Gwen, what are you looking for?!" Ben inquired.

Gwen answered, "Tempo isn't here!"

Grandpa Max noticed the piece of paper on the counter and picked it up. "Ben, Gwen, you might want to see this," he informed them, looking at the open piece of paper.

On the piece of paper, there was one word that was written in a remarkable cursive font:

_Goodbye._

---

Okay, I'm past my bedtime so I'm going to end it here. (Sorry if it was too short.) Tempo is leaving! What are the Tennysons going to do?! The next chapter will be called "Goodbye Tempo." The suspense is killing me too! I can't wait to write it! XP Until then, bye!


	7. Our Battle

_An XLR8ing Story_

Disclaimer: I do not own Ben 10 or any of its aliens.

Summary: Ben, Gwen, and Grandpa Max Tennyson find a swooned and wounded XLR8 at the Rust Bucket and take it in. What's its personality?

Message from Me: Wow, I haven't updated this in a long time. I'm sorry! I've had writer's block with this lately (for the past weeks) and I finally knew what I should do in this now! For this reason, the title has been changed to "Our Battle." (I, actually, didn't like using Tempo's name in two back-to-back titles but that's another story. XP) Oh, and, I'm TERRIBLE at lengths and other things related to that so I apologize for that! This may be the last chapter but I might change my mind about it. Either way, I hope you like this! (Phew, that was a truck-load full to say! XP)

---

**Original POV**

"No…" Gwen murmured under her breath, "She just left like that…"

Grandpa Max felt sorry for Gwen and comforted her, "Gwen, we would only keep her for until she regained her memories, remember?"

Gwen didn't reply. Ben yelled out, "Grandpa, start the car! We're going to get Tempo back!"

Gwen's head shot up. "Ben?" she queried.

"We need to find Tempo so we can thank her for saving us! Without her, we would've all been killed!" he reasoned. It was a strange reason but it was enough to get Grandpa going.

---

**Who Knows Where…?**

"Ben, just going in random circles isn't going to help us find Tempo!" Gwen debated.

Ben countered, "Do you have a better idea?"

Gwen answered, "'Think like an XLR8, dweeb! Where would an XLR8 go?!"

"'To a place with wide open space and where no one can see or find them!" Ben responded.

"That's it!" Ben and Gwen thought simultaneously.

They both shouted out, "Grandpa, we need to get back to the abandoned area!"

---

**To the Abandoned Area…**

"Whisk, I'm back," Tempo told him.

Whisk replied, "I'm glad; I really missed you."

Tempo apologized, "I really didn't mean to do that; I was at a disadvantage in that mission."

"You don't need to apologize, Tart," Whisk reassured him, "We're best buddies, remember?"

Tempo answered, with her mask off, "Of course."

Whisk removed his mask off, also.

"Right now, I'm worried about those creatures though," Tempo thought out loud, "I wonder if they're mad at me for leaving so suddenly…"

Whisk reminded her, "That's just like you, Tart, you always think of others."

Tempo did not reply, but her mind wandered off into space.

"I must secure the Omnitrix secrets…" Tempo reflected to herself, "…even if it costs my life."

Out of the blue, Tempo saw a recognizable vehicle coming their way. "They came…" Tempo mumbled, "…but why?"

When the Rust Bucket jerked to a stop, Gwen came rushing out of it.

"Tempo! Tempo! We've been so worried about you!" she screamed out, embracing Tempo.

"Tart, why does this creature still call you 'Tempo'?" Whisk questioned Tempo.

Tempo reacted, "Don't be mean, Whisk."

Gwen reluctantly let go of Tempo and inquired, "Tempo, why did you leave with just a single-worded note?"

Tempo answered, doubtfully, "I didn't… want… you three… to get involved… with… what's going… on…"

"What _is_ going on?!" Ben questioned Tempo in a shout, running up to her.

Whisk answered, "Every time Tart comes back from her missions, she explains she took long because an alien struck her; every alien seems to be going after Tart."

Tempo responded, "Yeah, about that… Whisk, there's something I never told you. The reason why, every time, I'm chased by an alien is because I hold the Omnitrix secrets."

"_Now_, you tell me that?!" Whisk reacted.

"It's better than not knowing at all, isn't it?" Tempo asked. Whisk nodded his head.

Tempo's tail suddenly cringed and she rammed Whisk, and the Tennysons, towards the Rust Bucket.

Ben retorted, "Tempo, what are you-"

Suddenly, a deep orange-colored substance flew out of where they were all standing, spurting the whole abandoned site.

"It's Vilgax," Tempo told them, "He's angered by what I've done to him."

A voice added, "That's right!"

Vilgax's voice had a strange accent to it- it seemed "bubbly."

Gwen was horrified but Ben was determined to know what was going on.

"Tempo!" he yelled out, "Vilgax is supposed to be dead, isn't he?!"

"You are so incompetent at these things, you know that?" Whisk thought out loud, "Vilgax was too strong for a weak attack like that."

Gwen snapped back, "That attack was not weak! Did you not see what happened to Vilgax?!"

Whisk told her, "Tart considers any attack that cannot kill 'weak' and she insisted that we Kinecelerans agree to that."

Meanwhile, Tempo was staring down the spew.

She said, "Vilgax, I know you are not this weak."

"So you figured me out, eh?" it replied, and spurted out yet again. But this time, it formed _Vilgax's head_.

Grandpa Max yelled out, "Is that… Vilgax?!"

"You know I've been trailing you for a long time, Tart," Vilgax said, "but that doesn't mean I don't hate you."

Tempo reacted, "So, you hate me?" and twisted her tail around herself. Whisk glanced at Tempo for a moment before returning to the scene.

Bubbly Vilgax answered, "For a long time, I've hated you. You've escaped every one of my attempts which left me frustrated. Eventually, that frustration turned into a grudge and I needed it to vanish."

"I've had enough of your talk," Tempo notified him and… _disappeared_.

"What?!" bubbly Vilgax responded, moving his head forward a bit.

Something – some_one_ – whispered into this his ear "top spin" and he was… well, let's just say a bubble popped.

"What was that?!" Ben asked in awe.

Whisk answered, "That's one of the moves only the fastest Kinecelerans can use. They twist their tail around themselves, like a top, and with lightning speed they approach their enemies. Every Kineceleran is awed by this move ad others."

"He's not dead," Gwen said.

Ben retorted, "How _can't_ he be dead?!"

Gwen replied, "He's acid right now, Ben! Tempo only sliced his head! He can reform it whenever he wants, wherever he wants!"

"Ben, Gwen, watch out!" Grandpa Max told them, covering them as medium-sized rocks passed over them.

"Tart!" reacted Whisk as he dashed towards his childhood friend.

The scene so far was Tempo, battling acid Vilgax who was set on killing her; Whisk had just come in and started zooming around the spouted enemy.

Ben said, "We need to help!" and began selecting an alien.

He pressed the button and transformed into… Upgrade?

"Aw, man! I wanted Fourarms!" he whined.

Grandpa Max warned Ben to watch out but it seemed a little too late.

"Aah!" Ben screamed, falling over himself, as more bigger-sized rocks started blowing away.

"Ben!" Gwen and Grandpa Max shouted, simultaneously, and rushed towards him.

Gwen asked, "Ben, are you all right?!"

"Sure, and now I'm going to watch television," Ben answered, sarcastically.

He thought he heard a "dweeb" but decided to shrug it off.

Grandpa Max thought out loud, "Tempo's overdoing it with her attacks. The wind is really starting to pick up."

It seemed as though Grandpa Max had activated a switch. Strong wind blew passed the Tennysons, almost blowing them off their feet.

"If this keeps up, we'll be blown away!" Grandpa Max told his grandchildren, "We need to distance ourselves!"

In the meantime, Tempo and Whisk were handling Vilgax.

"Take this and this!" Whisk cried out, slamming into every substance he saw.

"Whisk, that acid is from me! Who knows what effects it has?" Tempo informed Whisk, "Spin it off!"

As Whisk started spinning around and around, Tempo dealt with Vilgax's bickering.

"You certainly have regained all your skills back," he began, "You were always thinking one step ahead but what are you going to do if _I_ do something one step ahead?"

Tempo was baffled at first but didn't show it; she simply reacted, "What?"

Vilgax seemed to laugh and repeated, "I said, what if _I_ did something one step ahead?"

"What do you mean?" Tempo asked.

Vilgax seemed to laugh again and answered, "You still have your counterpart memories with you and so that gives you another weakness."

Tempo responded, "You're not going to…"

Acid Vilgax dived back inside the Earth and gushed towards the Tennysons, who were still not going to leave.

Tempo alerted them, "Move!"

Due to Ben's lack of control on the Omnitrix, his Upgrade form was useless in this situation.

Grandpa Max said, "Ben, Gwen, Vilgax is nearing!"

He and Ben managed to escape in time but Gwen…

"If I can't take you all down, one will be enough!" Vilgax boasted as he covered Gwen with his acid.

One millisecond of silence happened before Tempo screamed out, "GWEN!!!"

---

I know this is kind of short but it's late here and I have school tomorrow. I decided to end it with a cliffhanger though I'm a bit unsatisfied with it. - - Anyways, the next chapter will probably be called "Trustworthy Companion" unless I change it for some strange reason. I think I might work on it a few days from now so hopefully my ideas won't slip away. XP Bye everyone, do well in school!


	8. Trustworthy Companion

_An XLR8ing Story_

Disclaimer: I do not own Ben 10 or any of its aliens.

Summary: Ben, Gwen, and Grandpa Max Tennyson find a swooned and wounded XLR8 at the Rust Bucket and take it in. What's its personality?

Message from Me: There's not much to say… or any at all. Well, I hope you enjoy this chapter!

---

**Original POV**

"GWEN!" Tempo screamed out, stripes turning red.

"…Tart?" responded Whisk, not understanding what was going on.

"Gwen, no!" Grandpa Max shouted out, along with a back-to-human Ben.

Acid Vilgax declared, "Your friend is no more."

Immediately, Tempo charged at Vilgax, damaging him in any way possible.

"It's useless," Acid Vilgax stated, "Unless, you somehow regenerate your friend, she's a goner."

Regardless of the conclusion, Tempo began healing acid Vilgax.

"Wait, Tempo, what are you doing?!" Ben inquired in a shout, "You're going to return Vilgax into his original form!"

"It's enough for the cost of retrieving back Gwen!" Tempo responded, not taking her eyes off the enemy.

As Vilgax regained his shape, so did Gwen. Fortunately, she wasn't merged with him. _Un_fortunately, she was badly wounded and had fainted.

"Gwen!" Ben reacted, running at her, recklessly.

Tempo shouted out, "Gwen, wake up!" while shaking her.

"I have finally returned to my superior form…" Vilgax said, pleased, "…and now, I will destroy you, Tart."

He was about to grasp Tempo until a certain Kineceleran blocked his way.

"Never shall you lay your hands upon Tart's treasured ones again… Never!" Whisk declared, attacking Vilgax, who was now vulnerable to become injured.

Whisk's attack had blown Vilgax a few yards away, which was just enough to put Gwen into safe hands.

"I'm going to take care of Vilgax," Tempo told Ben and Grandpa Max, "You take care of Gwen."

Ben said, "Wait, I'm coming with you!"

"Is your watch charged enough to let you transform again?" Tempo queried.

"Well, no…" Ben answered.

Tempo informed him, "Help in any way you can as soon as your watch is fully recharged."

Tempo, then, left to go against Vilgax.

Ben was about to argue until Grandpa Max said, "These wounds are nearly fatal; we're going to need more than a First-Aid kit to recover this."

The watch then notified Ben it was fully charged and he decided to help Tempo.

"Let's go, Heatblast!" he yelled out, beginning to transform.

He transformed into… Heatblast!

"All right," Ben said, in Heatblast voice, "It worked!"

Grandpa Max recommended, "You should help Tempo, as soon as possible. I'll take care of Gwen."

"Okay, Grandpa!" Ben agreed and hurried off to assist Tempo.

Tempo was having a rather _easy_ time fighting Vilgax.

"That's for interfering with other's lives; that's for plummeting me into the ground; that's for…" Tempo kept on saying, every time she hit Vilgax.

"Um, Tart…" Whisk said, keeping a safe distance. You shouldn't mess with her if she's enraged.

"Hey, other XLR8," Ben shouted out, eventually reaching him.

"Why does everyone not know what I am?! Kineceleran, you impudent fool!" Whisk responded.

Ben responded, "Yeah, yeah, yeah, so Kineceleran, is there any way I can help?"

Whisk answered, "It'd be great if you blasted Vilgax's head off but right now, you should let Tart finish."

"Why?"

"She's really scary right now," Whisk replied.

Ben reacted, "I don't have time for this!" and rushed off towards the fight.

"W-wait a minute!" Whisk yelled out, tailing after him.

---

"… This is for attacking me while I had amnesia; this is for…" Tempo was still bickering about that every time she clobbered Vilgax. (Me: Perhaps he made the wrong choice about restoring his body… - -)

"Tempo!" she heard a voice yell out, "Jump to your left!"

Instantly, Tempo moved out of the way and a fireball was shot at Vilgax.

"Ben!" Tempo reacted.

"Curse you, Tennyson!" Vilgax said, clutching the burning arm. (Me: And trying to stop the pain from all the bruises Tempo gave him. XP)

Ben mocked, "Who's the one in pain now?"

Tempo asked Ben, "Why did you interrupt me?"

"W-well…" Ben stuttered.

Whisk covered up for Ben; "He's just a kid, remember?"

"Ah," responded Tempo.

Vilgax was worn out… a little _too_ worn out. He was beginning to think about retreating.

"No!" he told himself, "I have a chance to rid myself of Tart and that Tennyson! I won't pass up a chance like this!"

He looked up, only to see Tempo in front of him.

"D-drat…" he responded.

"You're about to witness a world of pain and grief," Tempo informed him as she raised her hand, which was bubbling acid.

Out of the blue, she remembered something important: Gwen. She was still hurt and in lethal condition.

Instantly, Tempo's red stripes returned to its original color and she dashed towards Ben and Whisk.

"You can take care of the rest," Tempo notified the two, mainly Ben, and rushed towards Gwen and Grandpa Max.

"Well," Ben said, "we might as well team up, right?"

Whisk sighed and stated, "Only once this will happen, agreed? I cannot be seen battling an adversary with such an ignorant 'hero.'"

Not knowing what most of that meant, Ben answered, "Agreed!" and began shooting fireballs at Vilgax.

"He really is ignorant, isn't he?" Whisk asked himself, proceeding to assist Ben.

Now, Vilgax was completely positive about the idea of retreating. There was one problem though: he didn't have any way to escape!

Ben taunted Vilgax, "You're beaten to a pulp and have now been trapped, Vilgax! It's the end of the line for you."

"That's what you think!" Vilgax said, but before he could do anything, something clutched him.

"Do not underestimate the speed of a Kineceleran, fool," Whisk informed him, tossing him towards Ben who was preparing a fireball.

"No! I will not accept this!" Vilgax declared and then dodged Ben's fireball.

Ben shouted out, "Shoot, I missed!"

But, covering up for Ben, Whisk ran until he was right under Vilgax and whacked him who-knows-how-far from them.

"That should be enough," Whisk said, satisfied, "Now, where's Tart?"

Ben had just transformed back into his human form and remembered about Gwen; on the spur of the moment, he hurried towards Grandpa Max and Gwen, leaving a confused Whisk behind him.

---

"Please, please, hang on, Gwen," Grandpa Max pleaded, squeezing his granddaughter's hand.

Tempo had just dashed back to heal Gwen and was taking quite a while.

Gwen was taking rather deep breaths and was sweating.

Even Tempo was begging for Gwen's survival; "Come on, don't leave now, Gwen!" she urged in her mind.

"Grandpa!" they heard a voice yell. Only Grandpa Max turned his head towards the voice.

"Ben!" he reacted.

Ben queried, "How's Gwen doing?"

"Ask Tempo," Grandpa told Ben.

Ben inquired, "Tempo, is she going to make it?"

Tempo replied, "I'm trying my best; don't rush me!"

Whisk appeared in the scene; "Tart, time's almost up."

"I know," Tempo reacted, "just let me finish."

"Wait, wait, wait," Ben said, "What do you mean 'time's almost up'?"

Whisk clarified, "Every mission has a time limit; that's all you need to know."

Gwen began moaning, and eventually shaking her head.

"Gwen, Gwen!" Grandpa Max shouted out, squeezing her hand tighter.

"…Grandpa… you're hurting my hand…" Gwen told him, not opening her eyes.

Ben gasped and then yelled out, "Gwen!"

"Ben… what happened?" Gwen asked.

Tempo sighed and then answered, "Nothing… just nothing."

Tempo then stood up and started notified Whisk, "_Now_, the time is up."

Gwen's eyes opened up a bit and searched for Tempo.

"Tempo…?" she queried, "What time is up?"

She heard someone say, "It's called a too tight attachment, Tart."

"I know…"

That was the last thing she heard before her sight and mind failed her.

---

Gwen gasped and her eyes shot open. She looked around where she was, and it was apparently the Rust Bucket.

"Grandpa…? Ben…?" she asked.

"Gwen!" she heard two voices say, simultaneously.

To the left of her was the two she had shared most experiences with.

"What happened?" she questioned them, placing her hand on her head.

"Well, I'll explain," Ben said, "You blacked out when you just woke up so we began worrying. Tempo assured us you were exhausted and she was right. You slept for nearly the whole day!"

Gwen interrupted, "Tempo? Where is she?"

Grandpa Max frowned and answered, "She's gone. Her and her friend went back."

Gwen's eyes widened and her attention turned towards her grandpa, wanting an explanation.

He explained, "All they told us was, that for every mission, there was a limit. Once that time is up, they return back to their homeland."

"She left a message for you," Ben added, and took out a piece of paper, "I wrote it down so I wouldn't forget."

Gwen took the sheet of paper and unfolded it, reading the message written on it: _I'll always remember you._

Gwen broke down and sobbed on her cousin's shoulder.

"W-why?" She asked, between sniffles, "Why did she have to go?!"

Ben's eyes closed, and he patted his cousin's back.

Gwen asked again, "Why, Tempo?! Why did you have to leave?!"

---

**Tempo's POV**

I hated leaving them. I know Gwen will end up disappointed when she wakes up.

But I had no choice. It was the rule. It was the law.

So everything's back to normal now. My memories have been restored and I'm back at the station.

Even Whisk is still my closest friend.

The only difference is that I have new memories of someone I must have betrayed.

And, all I left was a simple note that was probably going to crush her.

I entered the court and there were five Kinecelerans like in my flashback before. (Reference: Chapter 3)

The second tallest one asked, "You've done better than expected."

I bowed.

"But the main question is: have you learned something from that special mission?" the tallest inquired.

Tempo hesitated before answering; "Yes, I've learned something very valuable."

"Which is?" the shortest questioned Tempo.

"Lifelong friends are hard to forget, even if you have only known them for a while. If they have given you a great experience, they'll always remain with you, whether they are still alive or not," I answered.

The tallest responded, "Tart, you are the worthiest."

---

It's finally completed! I'm sure I'm going to make an epilogue soon (meaning, a few days later) so look forward towards it! I kind of hate how I made everyone feel which is why I need an epilogue. XP Anyways, I'm so glad you reviewers read my story! I'm in your gratitude! And, thank you, Data Seeker! You encouraged most of my writing because of your reviews! (Which is the reason why this chapter is pretty long! XP) Bye, everybody, I'll see you in the epilogue!


	9. Total Rememberance

_An XLR8ing Story_

Disclaimer: I do not own Ben 10 or any of its aliens.

Summary:

Message from Me: I have _major_ writer's block and can't work on my stories… but somehow, I'm able to update this one. Maybe it's because I had it all planned out before the ending. XP

(This takes place in the Ben 10,000 episode.)

---

**Gwen's POV**

It's been more than twenty years since she left.

I hardly think she remembers me.

I doubt she remembers me at all.

Recently, I traveled back through time, back to when I was nearly a ten-year-old.

It was a bit after when I learned how to use magic… and a lot after Tempo left.

Ben and Gwen – I mean me – helped with my problem and now Ben – here in the future – is like his carefree ten-year-old self. Well, maybe not as carefree, but enough.

Ben seems to have forgotten Tempo but he still might have a faint memory of her. Why? He's usually in his XLR8 form… but it's probably because he can get around quickly.

I giggled. Yeah, XLR8… Whisk would always yell out, "I'm a Kineceleran!" or something like that.

My enlightened mood faded back into its former gloomy one.

Ben had told me I'd mumble something in my sleep, every now and then.

"Why did you have to leave?" was what he thought I said.

Yeah… there was that question again.

Why did you have to leave?

Why did you have to leave, Tempo?

Do you enjoy torturing someone into admiring you and then crush their soul?

No, she isn't like that. Tempo would never do anything like that. But what about those stripes that turned red at times?

"I know so little about you," I admitted, bumping my head against Ben's headquarters' wall.

Today was a day like every other. Still… tense… blank.

"Gwendolyn, what are you thinking?!" I shouted in my head, "It's been passed over two decades! She should have forgotten about you too!"

I banged my hand against my forehead. I'm such a loser.

---

Pacing back and forth between streets, I recalled distant memories that didn't seem so distant. It was as if it was only yesterday…

The day I met Tempo – yeah, that one was a thriller; understanding each other – really tight bond there; mysterious traits being found out – I'm never going to have my questions answered about those.

"Was it a big influence in our life?" I asked myself, "Or was it a mere coincidence that was meant to be forgotten?"

Aliens were all over the place, talking about whatever it is they're talking about.

"Gwen!" a certain person called out to me. I turned around to face Ben.

"Hey Ben," I greeted.

He pointed out, "You seem to space out a lot now; is something wrong with you?"

I reassured him, "No, I'm fine. There's nothing to worry about."

"Really?" he responded, "'Cause you can always talk to Grandpa or me about it."

I sighed and questioned him, "Ben… do you… do you remember Tempo?"

He reacted, "Tempo? You mean like in music?"

"No!" I shouted, "As a name!"

There were a few stares and glances but were then shrugged off.

Ben scratched his head and replied, "It sounds familiar but I can't recall anything about that. Why?"

I shook my head and sighed; "It's nothing; don't worry about it anymore."

"Well, if that's what you say," Ben reacted, "but remember, you can always talk to Grandpa or me about it."

He strolled away, afterwards.

I knew he wouldn't remember her.

Rubbing my temples, I walked back towards his headquarters.

---

"Hey, Gwen," Grandpa greeted me.

I greeted him back; "Hi, Grandpa."

"Anything been going on lately?" he asked, opening the Rust Bucket's hood.

"No, not really," I answered, "Is something wrong with the Rust Bucket?"

Grandpa replied, "No, I'm just giving it a tune-up."

"Well, I'm heading on inside," I informed him.

"Wait, Gwen," Grandpa said, causing me to halt, "Ben told me something was bothering you. Do you want to talk about it?"

I hesitated before asking him the same question I asked Ben.

"Do you remember Tempo?"

Grandpa thought for a bit and then answered, "You mean that XLR8 from so long ago?"

"Yes!" I screamed out.

I, seemingly, startled Grandpa and he inquired, "Did I say something wrong?"

I shook my head, calming down, and continued on my clarifying; "I've been remembering about Tempo and…" I pulled out a piece of paper. "…and this."

Grandpa took the piece of paper and returned it to me, after reading it.

"How long has it been?" he queried.

I responded, "It's been over two decades since she left."

"Well," Grandpa said, "does Ben remember?"

I answered, "He doesn't actually remember her; he seems only to be able to recognize the name and nothing more."

"He has a reputation of being scatterbrained at times," Grandpa assured me.

"Yeah…" I mumbled.

Grandpa questioned me, "So what about Tempo?"

I replied, "Well… it's… I really… well…"

"If you don't want to tell me, you don't have to," Grandpa notified me.

I guaranteed him that I wanted to, but I couldn't actually bring myself to talk about it.

Grandpa promised, "When you're ready to tell me, I'll be there."

"Okay, thanks, Grandpa," I reacted and then walked away.

---

"I'm such a moron…" I murmured.

Why was I not in the headquarters and sitting on a bench? I really need a therapist…

Staring into space, I recollected treasured memories…

Ben wanting Tempo to be our "pet"… Vilgax's first attempt to take Tempo… Whisk coming… and, the most tragic, Tempo leaving.

My face rested on my hands as I did nothing.

I lifted my head and was about to stand up until I felt something in my pocket.

"It's a piece of paper," I thought to myself.

I unfolded it and read it.

_I still remember you, Gwen._

"I know so little about you, Tempo," I muttered, placing the paper back into my pockets.

I walked away from the bench, smiling as if all my depression never happened.

---

Yes, it was rather short… and terrible. I don't know what you guys think but I thought it was okay. Out of all of my stories, this one was the most favorited. It's kind of hard to believe (in my point of view). I know I haven't explained much about Tempo's powers and anything but I felt as if I couldn't squeeze the information in. (Maybe I should do I sequel to this? I tend to write one of those every time I write a fanfic.) Anyways, thanks for reading this! Until the next time we meet! Bye!


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